| 111 South Wacker Drive Chicago, IL 60606 Telephone: 312-443-0700 Fax: 312-443-0336 www.lockelord.com |
February 12, 2014
VIA EDGAR
Jeffrey P. Riedler
Division of Corporation Finance
U.S. Securities & Exchange Commission
Mail Stop 4720
100 F St. NE
Washington, DC 20549
| Re: | National General Holdings Corp. |
Amendment No. 5 to Registration Statement on Form S-1
Filed February 12, 2014
File No. 333-190454
Dear Mr. Riedler:
National General Holdings Corp., a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission Amendment No. 5 to the Registration Statement on Form S-1 initially filed August 7, 2013. The changes in this amendment principally reflect disclosure updates that were discussed verbally with the Staff on February 10 and February 11 in regard to the Company’s private placement of common stock, which priced on February 11, 2014. Concurrently herewith, the Company has filed a letter requesting to have the above referenced registration statement declared effective at 4:00 p.m. Eastern time, or as soon as practicable thereafter.
For your convenience, two courtesy copies of Amendment No. 5, as marked to show changes from the Company’s Amendment No. 4, are also being delivered to you.
| Sincerely, |
| LOCKE LORD LLP |
| /s/ J. Brett Pritchard |
| J. Brett Pritchard |
| cc: | Jeffrey Weissmann, Esq. |